Examples of Third Party Platform Rights in a sentence
Immunocore will retain control of filing, prosecution and maintenance of all Immunocore Background and Platform Rights (to the extent it has such control in the case of Third Party Platform Rights) at Immunocore’s sole cost during the Term.
MacroGenics [***] Third Party under the Existing Upstream License Agreements (other than, subject to Section 3.6 (Sublicense under the MacroGenics Manufacturing In-Licenses), [***] MacroGenics under the MacroGenics Manufacturing In-Licenses to the extent related to the Manufacture of Licensed Molecules or Licensed Products, [***] and (ii) to any Third Party under any Supplemental Platform Upstream License, as described in Section 3.8(a) (Third Party Platform Rights).
MacroGenics will use good faith efforts to negotiate a license under Third Party Platform Rights that: (A) to the extent such license also grants rights for any other molecule or product being Exploited by MacroGenics or a (sub)licensee of MacroGenics, [***] the Third Party Platform Rights such that MacroGenics or its Affiliate Controls such rights as MacroGenics Licensed Technology.
Notwithstanding anything to the contrary herein, this Section 3.8(a)(i) (Notice of Third Party Platform Rights) shall not apply to the Parties’ rights and obligations with respect to any Identified Patent, the acquisition of such rights and obligations are separately addressed in Schedule 10.4(c)(iii) (Special Offset and Indemnification).
As between the Parties, Syros shall have the sole right, but not the obligation, to negotiate and obtain a license or other rights from any Third Party as necessary or desirable for Syros or its Affiliates to Exploit the Syros Platform (“Third Party Platform Rights”) and shall be solely responsible for any payments owed to any such Third Party under such license with respect to such Third Party Platform Rights as a result of Syros’ and its Affiliates’ activities under the Research Program.
If any proposed license under Third Party Platform Rights [***], then, to the extent MacroGenics [***] under such Third Party Platform Rights, MacroGenics will [***], unless otherwise agreed by the Parties in writing, MacroGenics will [***] and, as between the Parties, Gilead will [***].
For clarity, MacroGenics’ responsibility under this Section 3.8(a)(i) (Notice of Third Party Platform Rights) shall extend to any improvements of the MacroGenics Platform generated or developed after the Effective Date solely to the extent (1) MacroGenics actually uses such improvements in the performance of its activities under this Agreement or (2) the CD123 Development Plan or any Research Plan permits the use of such improvements.